Exhibit 4.10


 


 




EXECUTION COPY


 





CO-LENDER AGREEMENT


 


Dated as of June 21, 2018



between


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Initial Note A-3 Holder)


 


CITI REAL ESTATE FUNDING INC.

(Initial Note A-4 Holder)


 


and


 


CITI REAL ESTATE FUNDING INC.

(Initial Note A-5 Holder)


 


636 11th Avenue


 




     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	17
	Section 3	Priority of Payments	29
	Section 4	Workout	30
	Section 5	Administration of the Mortgage Loan	30
	Section 6	Appointment of Controlling Note Holder Representative and Non- Controlling Note Holder Representative	35
	Section 7	Appointment of Special Servicer	38
	Section 8	Payment Procedure	39
	Section 9	Limitation on Liability of the Note Holders	40
	Section 10	Bankruptcy	41
	Section 11	Representations of the Note Holders	41
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	42
	Section 13	Other Business Activities of the Note Holders	42
	Section 14	Sale of the Notes	42
	Section 15	Registration of the Notes and Each Note Holder	45
	Section 16	Governing Law; Waiver of Jury Trial	46
	Section 17	Submission To Jurisdiction; Waivers	46
	Section 18	Modifications	47
	Section 19	Successors and Assigns; Third Party Beneficiaries	47
	Section 20	Counterparts	47
	Section 21	Captions	47
	Section 22	Severability	47
	Section 23	Entire Agreement	47
	Section 24	Withholding Taxes	48
	Section 25	Custody of Mortgage Loan Documents	49
	Section 26	Cooperation in Securitization	49
	Section 27	Notices	50
	Section 28	Broker	51
	Section 29	Certain Matters Affecting the Agent	51
	Section 30	Termination and Resignation of Agent	51
	Section 31	Resizing	52







 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of June 21, 2018 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPM (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”),
JPM (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial
Note A-3 Holder”), CITI REAL ESTATE FUNDING INC. (“Citi” and together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), and Citi (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”
and, together with the Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder the
“Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), JPM and Citi co-originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter alia,
by five promissory notes (as amended, modified or supplemented, the “Notes”) (i) one promissory note in the
original principal amount of $50,000,000 (“Note A-1”), made by the Mortgage Loan Borrower in favor of the Initial
Note A-1 Holder (“Initial Note A-1”), (ii) one promissory note in the original principal amount of
$60,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”),
(iii) one promissory note in the original principal amount of $50,000,000 (“Note A-3”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-3 Holder (“Initial Note A-3”) (iv) one promissory note
in the original principal amount of $65,000,000 (“Note A-4”) made by the Mortgage Loan Borrower in favor of
the Initial Note A-4 Holder (“Initial Note A-4”) and (v) one promissory note in the original principal
amount of $15,000,000 (“Note A-5”) made by the Mortgage Loan Borrower in favor of the Initial Note A-5 Holder
(“Initial Note A-5”) and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
and


 


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5
Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, respectively;


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.          
Definitions.


 






     


     


    

 


References to a “Section”
or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms
not otherwise defined herein shall have the meaning ascribed thereto in the Lead Securitization Servicing Agreement. Whenever used
in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise.


 


“Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Securitization
Date shall mean the Master Servicer.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
383 Madison Avenue, New York, New York 10179, Attention: Joseph E. Geoghan, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Approved Sample
PSA” shall mean the pooling and servicing agreement governing the Benchmark 2018-B2 securitization transaction.


 


“Approved Servicer”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement,
if any.


 


“Asset Review”
shall mean any review of representations and warranties conducted by the Non-Lead Asset Representations Reviewer, as contemplated
by Item 1101(m) of Regulation AB.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated
thereto.


 


“CDO”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Citi”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“CDO Asset Manager”
with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible for managing or administering
a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening


 






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Trust
Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of such Note).


 


“Collection
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Certificate
Administrator” shall mean the certificate administrator under appointed as provided in the Lead Securitization Servicing
Agreement.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Companion Distribution
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 14(d).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 14(d).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 14(d).


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled”
and “Controls” have meanings correlative thereto.)


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder” in the
Lead Securitization Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder or under the Lead Securitization Servicing
Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement; provided that if at any time 50%
or more of Note A-1 (or class of securities issued in the Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held
by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1 (or the class of securities issued in the
Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to
exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling
Note Holder. If Note A-1 is included in a Securitization, the Lead Securitization Servicing Agreement may contain additional limitations
on the rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if
such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 






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“Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 6(a).


 


“DBRS”
shall mean DBRS, Inc., and its successors in interest.


 


“Depositor”
shall mean the “depositor” under the Lead Securitization Servicing Agreement.


 


“Event of Default”
shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Agreement.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Fitch”
shall mean Fitch Ratings, Inc., and its successors in interest.


 


“Initial Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-4 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
Holders” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan
Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that following any such
permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for


 






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purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Interest Rate”
shall mean the Interest Rate (as defined in the Mortgage Loan Documents).


 


“Interested
Person” shall mean the Depositor, the Non-Lead Depositor, the Master Servicer, the Non-Lead Master Servicer, the Special
Servicer, the Non-Lead Special Servicer, the Trustee, the Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Operating Advisor, the Non Lead Operating Advisor,
the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note
Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity that holds
any Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral
for the CDO.


 


“JPM”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and its successors in interest.


 


“Lead Securitization”
shall mean (a) during the period from and after the first Securitization of any Note other than Note A-1 and prior to the
Securitization of Note A-1, the Securitization of the first Note or portion thereof, and (b) on and after the Securitization
of Note A-1, the Securitization of Note A-1.


 


“Lead Securitization
Note” shall mean any Note held by the Lead Securitization.


 


“Lead Securitization
Note Holder” shall mean the holder of the Lead Securitization Note(s).


 


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement entered in connection with the Lead Securitization
and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with Section 2(a).


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Lead Securitization
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean:


 


(i)          
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)           any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the
Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)          following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)          any sale of the Mortgage Loan (when it is a Defaulted Loan) or REO Property for less than the applicable Purchase Price
(as defined in the Lead Securitization Servicing Agreement);


 


(v)           any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a Mortgaged
Property or an REO Property;


 


(vi)          any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any
consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents
and for which there is no lender discretion;


 


(vii)         any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or
any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


(viii)        any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the
extent that the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)          any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with
any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce


 






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rights (or decision not
to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)           
any property management company changes, including, without limitation, approval of the termination of a manager and appointment
of a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)          
releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(xii)        
any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage
Loan other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)        
any determination of an Acceptable Insurance Default (as defined in the Lead Securitization Servicing Agreement);


 


(xiv)        
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in paragraph (c) of the definition of “Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement);
or


 


(xv)         
any approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required
by the Mortgage Loan Documents;.


 


“Master Servicer”
shall mean the master servicer appointed under the Lead Securitization Servicing Agreement.


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of May 11, 2018, between Plaza West Associates, LLC a Delaware limited
liability company, as


 






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Mortgage Loan Borrower, and JPM and Citi, collectively, as lender, as the same may be further amended, restated,
supplemented or otherwise modified from time to time, subject to the terms hereof.


 


“Mortgage Loan
Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 13.


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and all
other documents now or hereafter evidencing and securing the Mortgage Loan.


 


“Mortgage Loan
Schedule” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Seller Sub-Servicer” A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, or any
successor thereto.


 


“Mortgaged Property”
shall have the meaning assigned to such term in the recitals.


 


“New Notes”
shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Note Holder” shall mean the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder; provided
that at any time Note A-2, Note A-3, Note A-4 or Note A-5 is included in a Securitization, references to the “Non-Controlling
Note Holder” herein shall mean the related Non-Lead Securitization Subordinate Class Representative or the controlling class
representative under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights under the Non-Lead
Securitization Servicing Agreement to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to
the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that with respect
to Note A-2, Note A-3, Note A-4 or Note A-5, if at any time 50% or more of Note A-2, Note A-3, Note A-4 or Note A-5 is held by
(or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling
Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Note
(and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling
Note Holder” as described above) shall not be entitled to exercise the rights of the related Non-Controlling Note Holder,
and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with
more than one party as representative of the “controlling class” holder(s) in respect of any Note that is exercising
the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement (it being
understood for the avoidance of doubt that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its


 






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behalf) may additionally need to deal with the master servicer, special servicer or other party to the related Non-Lead Securitization
Servicing Agreement) and, to the extent that any related Securitization Servicing Agreement assigns such rights to more than one
such party as the representative of the “controlling class” holder(s), for purposes of this Agreement, such Securitization
Servicing Agreement shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) as the representative of the related “controlling class” holder(s) in exercising its
rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement, and such party
shall provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the applicable Non-Controlling Note Holder, as the applicable Non-Controlling
Note Holder under this Agreement. As of the date hereof and until further notice from the applicable Non-Lead Securitization Note
Holder (or the applicable Non-Lead Master Servicer or another party acting on its behalf), the Initial Note A-2 Holder, the Initial
Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5 Holder are each a Non-Controlling Note Holder.


 


“Non-Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 6(c).


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with
the Agent for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and
which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence
of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above,
permit the Servicer on behalf of the Note Holders to make such payments free of any obligation or liability for withholding.


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


“Non-Lead Certificate
Administrator” shall mean the “certificate administrator” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Depositor”
shall mean the “depositor” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Master
Servicer” shall have the meaning assigned to such term in Section 2(b).


 


“Non-Lead Operating
Advisor” shall mean the “trust advisor”, “operating advisor” or other analogous term under any
Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean any Note that is not a Lead Securitization Note.


 






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“Non-Lead Securitization
Note Holder” shall mean any holder of a Non-Lead Securitization Note.


 


“Non-Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in Section 2(b).


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the Securitization
of any Non-Lead Securitization Note designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative.


 


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which any Non-Lead Securitization Note is deposited.


 


“Non-Lead Special
Servicer” shall have the meaning assigned to such term in Section 2(b).


 


“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(b).


 


“Nonrecoverable
Servicing Advance” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Note A-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-3”
shall have the meaning assigned to such term in the recitals.


 






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“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-3 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-3 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-4 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-4 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-5”
shall have the meaning assigned to such term in the recitals.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


 


“Note A-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-5 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-5 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 14(c).


 


“Note Register”
shall have the meaning assigned to such term in Section 15.


 


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5.


 


“Operating Advisor”
shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement, if any.


 


“Owned Note”
shall have the meaning assigned to such term in Section 31.


 


“P&I Advance”
shall mean an advance made by (a) a party to the Lead Securitization Servicing Agreement in respect of a delinquent monthly debt
service payment on the Lead Securitization Note or (b) a party to any Non-Lead Securitization Servicing Agreement in respect of
a delinquent monthly debt service payment on the related Non-Lead Securitization Note.


 






    11


     


    

 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, (b) with
respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, (c) with respect to the Note A-3 Holder, a fraction,
expressed as a percentage, the numerator of which is the Note A-3 Principal Balance and the denominator of which is the sum of
the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance
and the Note A-5 Principal Balance, (d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-4 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note
A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance and (e)
with respect to the Note A-5 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Pledge”
shall have the meaning assigned to such term in Section 14(c).


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular payment,
collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority
of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that
each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection,
cost, expense, liability or other amount.


 


“Qualified Institutional
Lender” shall mean each of the Initial Note Holders and any other U.S. Person that is:


 


(a)          
an entity Controlled (as defined herein) by, under common Control with or that Controls either of the Initial Note Holders,
or


 


(b)           the trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of,
or other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether
with assets from others or not), provided that the securities issued in connection with


 






    12


     


    

 


such CDO or other securitization
vehicle are rated by one or more Rating Agencies that assigned a rating to one or more classes of securities issued in connection
with the Lead Securitization, or


 


(c)         
one or more of the following:


 


(i)          
an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation,
pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan,
or


 


(ii)           an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule
144A under the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)          a Qualified Trustee in connection with (a) a Securitization of, (b) the creation of collateralized debt obligations
(“CDO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that
with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating
Agency Confirmation will not be required in connection with a transfer of such Note or any interest therein to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle
has a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified
Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


(iv)          an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii)


 






    13


     


    

 


above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


(v)           
an institution substantially similar to any of the foregoing, and


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000
in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial
real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating
commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the
requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity; or


 


(d)          any entity Controlled by any of the entities described in clause (c)(i), (ii), (iv)(B) or (v) above or approved by
the Rating Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies
have stated they would not review such entity in connection with the subject transfer.


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable
Rating Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which any Note is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
from time to time to rate the securities issued in connection with the Securitizations of such Notes.


 


“Rating Agency
Confirmation” shall mean prior to a Securitization, any action that would otherwise require a Rating Agency Confirmation
shall instead require the consent of the Controlling Note Holder, which consent shall not be unreasonably withheld or delayed and
after a Securitization, the meaning given thereto or any analogous term in the Lead Securitization


 






    14


     


    

 


Servicing Agreement or Non-Lead
Securitization Servicing Agreement, as applicable, including any deemed Rating Agency Confirmation.


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 14(c).


 


“Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125,
as such rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


“REMIC”
shall have the meaning assigned to such term in Section 5(e).


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii)  in the case of Moody’s, during the twelve (12) month period prior to the date of determination
such special servicer was acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by Moody’s, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of
the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, during the twelve (12) month period prior to the date of determination such special servicer was
acting as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by DBRS,
and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“S&P”
shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest.


 






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“Scheduled Interest
Payment” shall mean the scheduled payment of interest due on the Mortgage Loan on a Monthly Payment Date.


 


“Scheduled Principal
Payment” shall mean the scheduled payment of principal due on the Mortgage Loan on a Monthly Payment Date.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission or any successor thereto.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion
of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization
Date” shall mean the effective date on which the Securitization of the first Note or portion thereof is consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2, Note A-3, Note A-4
or Note A-5 is held.


 


“Securitization
Vehicle” shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Servicer”
shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicer Termination
Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept
under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.


 


“Servicing Advance”
shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


“Servicing
Standard” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Special Servicer”
shall mean the special servicer appointed under the Lead Securitization Servicing Agreement.


 






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“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Transfer”
shall have the meaning assigned to such term in Section 14.


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 which is eligible to elect to be treated as a U.S. Person).


 


Section 2.          
Servicing of the Mortgage Loan.


 


(a)           Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that
the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and agrees that it will,
subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect
such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial
Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note
Holder against the other Note Holders or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holders;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to the other Note
Holders. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and
applicable law, shall provide information to each


 






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Servicer under any Non-Lead Securitization Servicing Agreement to enable each
such Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and shall not take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency for each Securitization then outstanding with respect to which certificates thereof
are then rated by such Rating Agency; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder, which with
respect to the master servicer shall be a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement
and with respect to the special servicer shall be an Approved Servicer.


 


The Lead Securitization
Note Holder agrees that, if any Lead Securitization Note is included in a Securitization, the related Lead Securitization Note
Holder shall cause the applicable Lead Securitization Servicing Agreement to contain a provision that requires any Lead Certificate
Administrator to deliver to each Non-Lead Trustee, each Non-Lead Certificate Administrator, each Non-Lead Special Servicer, each
Non-Lead Master Servicer, each Non-Lead Operating Advisor and each Non-Lead Asset Representations Reviewer, as applicable, promptly
following the Securitization of any Lead Securitization Note, notice of the deposit of Lead Securitization Note into a Securitization
Trust (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer, accompanied by a certified copy of the executed
Lead Securitization Servicing Agreement).


 


(b)         
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to
the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required
to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement
and this Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or
interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms
of the Lead Securitization Servicing Agreement including any provisions governing the determination of non-recoverability. The
Master Servicer, the Special


 






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Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing Advance,
first from funds on deposit in the Collection Account or Companion Distribution Account for the Mortgage Loan that (in any
case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing
Advances, if such funds on deposit in the Collection Account or Companion Distribution Account are insufficient, from general collections
of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from general collections of any Non-Lead
Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to
reimbursement for any interest accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance at the Reimbursement
Rate in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization and, in the case of Servicing Advances, from general collections of any Non-Lead Securitization as provided
below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections
of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any interest at the Reimbursement Rate
accrued and payable on a Servicing Advance or a Nonrecoverable Servicing Advance, the applicable Non-Lead Securitization Note Holder
(including, if the applicable Non-Lead Securitization Note has been included in any Non-Lead Securitization, from general collections
or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or any such interest accrued
and payable thereon at the Reimbursement Rate.


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the applicable Non-Lead
Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing
and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency
Confirmation, to the extent amounts on deposit in the Collection Account (with respect to the Mortgage Loan) or Companion Distribution
Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts and to
the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note Holder’s
pro rata share of the insufficiency. The Non-Lead Securitization Holders agree to indemnify (i) (as and to the same extent
the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans in the
Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) each of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Depositor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection


 






    19


     


    

 


with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or,
with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead
Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of their pro rata
share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account (with respect to the Mortgage Loan)
or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, the related Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master
Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share
of the insufficiency (including, if the applicable Non-Lead Securitization Note has been included in any Non-Lead Securitization,
from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The master servicer under
any non-lead Securitization (each a “Non-Lead Master Servicer”) may be required to make P&I Advances on
the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(each a “Non-Lead Securitization Servicing Agreement”) and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. The applicable Non-Lead Master Servicer and the special servicer and the trustee under any
Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead
Master Servicer or any Non-Lead Trustee shall be required to notify the others of the amount of its P&I Advance within two
(2) business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or any Non-Lead Master Servicer, Non-Lead Special Servicer or any Non-Lead Trustee, as applicable
(with respect to the related Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or any Non-Lead
Master Servicer or any Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of
a determination of non-recoverability by any Non-Lead Master Servicer, any Non-Lead Special Servicer or any Non-Lead Trustee) shall
notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee, as the case may be, of the
other Securitizations within two (2) business days of making such determination. Each of the Master Servicer, the Trustee, the
related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a
P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was


 






    20


     


    

 


made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


(c)           Each Non-Lead Securitization Note Holder agrees that, if its Non-Lead Securitization Note is included in a Securitization,
such Non-Lead Securitization Note Holder shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions
to the effect that:


 


(i)          
the applicable Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances
(and advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and
administration of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note
are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) any Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Lead Securitization Trust, as applicable,
out of general funds in the collection account (or equivalent account) established under any Non-Lead Securitization Servicing
Agreement for any Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances
(together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property),
and (B) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Operating Advisor to reimburse itself from the Lead Securitization Trust’s general collections, then the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as applicable, may
do so, and any Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, the Special Servicer
or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent account)
established under the related Non-Lead Securitization Servicing Agreement for any Non-Lead Securitization Note Holder’s pro
rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund
expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and
administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)         
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional
trust fund expenses with respect to the


 






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Mortgage Loan) by any Non-Lead Securitization Trust, against any of the Indemnified Items
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account
or Companion Distribution Account that are allocated to any Non-Lead Securitization Note are insufficient for reimbursement of
such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for
any Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection account
(or equivalent account) established under any Non-Lead Securitization Servicing Agreement; provided that a Non-Lead Securitization
Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions
(including limitations and conditions with respect to the timing of such payments and the sources of funds for such payments) as
may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement with respect to the Non-Lead Operating
Advisor;


 


(iii)        
any Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate Administrator, the Special
Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer (i) promptly following the Securitization
of any Non-Lead Securitization Note, notice of the deposit of any Non-Lead Securitization Note into a Securitization Trust (which
notice shall also provide contact information for the related Non-Lead Trustee, the related Non-Lead Certificate Administrator,
the related Non-Lead Master Servicer, the related Non-Lead Special Servicer, the related Non-Lead Operating Advisor, the related
Non-Lead Asset Representations Reviewer and the party designated to exercise the rights of the “Non-Controlling Note Holder”
under this Agreement), accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement and (ii) notice
of any subsequent change in the identity of the related Non-Lead Master Servicer or the party designated to exercise the rights
of the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information); and


 


(iv)         
the Master Servicer, the Special Servicer, the Trustee and the Lead Securitization Trust shall be third party beneficiaries
of the foregoing provisions.


 


(d)          
The Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect
to Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5 will be allocated by the Master Servicer between Note A-1, Note A-2, Note
A-3, Note A-4 and Note A-5, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit
any compensating interest payment in respect of any Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder.


 


(e)         
In the event any filing is required to be made by any Non-Lead Depositor under the related Lead Securitization Servicing
Agreement in order to comply with the Non-Lead Depositor’s requirements under the Exchange Act, the related Non-Lead Securitization
Note Holder (including the related Non-Lead Depositor and related Non-Lead Trustee) shall use commercially reasonable efforts to
timely comply with any such filing.


 


(f)          
The Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, as applicable, shall give each of
the parties to the Lead Securitization


 






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Servicing Agreement (that will not also be a party to any Non-Lead Securitization Servicing
Agreement) notice of the Note A-2 Securitization, Note A-3 Securitization, the Note A-4 Securitization or the Note A-5 Securitization,
respectively, in writing (which may be by e-mail) not less than five (5) Business Days’ prior to or promptly following the
related Note A-2 Securitization Date, Note A-3 Securitization Date, Note A-4 Securitization Date or Note A-5 Securitization Date,
respectively. Such notice shall contain contact information for each of the parties to any Non-Lead Securitization Servicing Agreement.
In addition, after the related Note A-2 Securitization Date, Note A-3 Securitization Date, Note A-4 Securitization Date or Note
A-5 Securitization Date, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, as applicable, shall
send a copy of the related Non-Lead Securitization Servicing Agreement to each of the parties to the Lead Securitization Servicing
Agreement.


 


(g)             
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to any related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer and the Trustee and the Certificate Administrator shall reasonably
cooperate with such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset
Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the
extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead
Special Servicer or custodian.


 


(h)             
The Lead Securitization Servicing Agreement shall satisfy Moody’s rating methodology for eligible accounts and permitted
investments for a securitization rated “Aaa” by Moody’s. Without limiting the generality of any provision set
forth above, for purposes of the Mortgage Loan, the Lead Securitization Servicing Agreement shall contain (a) provisions requiring
the Master Servicer and the Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance
with customary servicer rating criteria (but the rating agencies need not be the same) and, subject to Section 2(j), (b) provisions
substantially similar in all material respects to or materially consistent with those set forth in any one of the Approved Sample
PSAs with respect to (i) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (ii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer on its behalf) to grant or
agree or consent to material modifications and waivers of and amendments to the Mortgage Loan, or to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iii) requirements to obtain an appraisal
or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (iv) duties
of the Special Servicer in respect of foreclosure and the management of REO property, (v) special servicing, workout and liquidation
fees (and, in any event, the rates at which such compensation accrue or are determined shall not exceed 0.25% per annum,
1.00% and 1.00%, respectively, subject to customary minimum rates) and (vi) indemnification of each Non-Lead Depositor, Non-Lead
Master Servicer, Non-Lead Special Servicer, Non-Lead Operating Advisor, Non-Lead Certificate Administrator and Non-Lead Trustee
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other


 






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costs, liabilities, fees and expenses incurred in connection
with the Mortgage Loan to the same extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing
Agreement against the Indemnified Items; provided, that (A) this statement shall not be construed to prohibit differences in timing,
control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other
service providers or certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval,
consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence
and any other provision of this Agreement, such other provision of this Agreement shall control.


 


(i)           
The Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring
the Master Servicer or Special Servicer, as applicable, to deliver to the Non-Lead Master Servicer, the Non-Lead Special Servicer
and the Non-Lead Trustee (i) notice of any Appraisal Event promptly following the occurrence thereof and (ii) a statement of any
Appraisal Reduction promptly following the calculation thereof.


 


(j)           
The Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as
follows:


 


(i)           
the Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead
Trustee of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) business days of making
such advance;


 


(ii)          
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing
Advances with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances previously made,
would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written
notice of such determination within two (2) business days after such determination was made;


 


(iii)         
the Master Servicer shall make the CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet) available (i) prior to the securitization of a Non-Lead Securitization Note, to the related Note Holder
on each Distribution Date; and (ii) following securitization of a Non-Lead Securitization Note, to the related Non-Lead Master
Servicer no later than two Business Days after the Determination Date.


 


(iv)         
the servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement
shall include the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective
trustees and certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing
Agreement and the Servicing Standard;


 






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(v)          
each Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder
under the Lead Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each
certifying person and the Non-Lead Depositor for any public Other Securitization, and their respective directors and officers and
controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization)
and each certifying person for (i) its failure to deliver the items in clause (vi) below in a timely manner, (ii) its failure to
perform its obligations to such Non-Lead Depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto)
of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace period or cure
period, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under such Article XI (or any article substantially similar thereto) of the Lead
Securitization Servicing Agreement by the time required and/or (iv) any deficient Exchange Act report regarding, and delivered
by or on behalf of, such party;


 


(vi)         
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and
the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such party to, comply with the foregoing Section 2(j)(vi) by inclusion of similar provisions in the
related sub-servicing or similar agreement;


 


(vii)        
the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party
acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause (or, the case of a
Mortgage Loan Seller Sub-Servicer, shall be required to use commercially reasonable efforts to cause) each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to each Non-Lead Depositor and each Non-Lead Trustee, in a timely manner, (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and all information to be included in reports (including, without limitation,
Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the applicable Non-Lead
Securitization Servicing Agreement, in the case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably
require in order to comply with their obligations under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, the Initial Note Holder of the Lead Securitization
Note shall provide in a timely manner to each Non-Lead Depositor and each Non-Lead Trustee a copy of the Lead Securitization Servicing
Agreement in EDGAR-compatible format (but not later than one business day following the closing date of the Lead Securitization)
and each Servicer under the Lead Securitization Servicing Agreement will be required, upon prior written request, to


 






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provide to
each Non-Lead Depositor and each Non-Lead Trustee any other information required to comply in a timely manner with applicable filing
requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant to Regulation AB, in each
case in a timely manner for inclusion in any disclosure document, and with respect to such Servicers (at the expense of the requesting
party), upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters as were or
are being delivered with respect to the Lead Securitization. In addition, the Initial Note Holder of the Lead Securitization Note
shall give the other Note Holders written notice in a timely manner (but no later than one (1) business day prior to the applicable
filing date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing
Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing
contains revisions or changes that are material to the other Note Holders. As used in this Agreement, “Regulation AB”
means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the United States SEC
or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time, in each case as effective from time
to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer shall
each be required to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification
(or analogous terms) as such terms are defined in the Non-Lead Securitization Servicing Agreement;


 


(viii)        each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall
cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable
Sub-Servicing Agreement), with the Non-Lead Depositor to the same extent as such party is required to cooperate with the Lead Depositor
under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement in connection with
the reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder. All respective reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor (including reasonable
legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses
related to participation by such Non-Lead Depositor in any telephone conferences and meetings with the SEC and other costs such
Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing
Agreement) and any amendments to any reports filed with the SEC therewith shall be promptly paid by the applicable Affected Reporting
Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(ix)          any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to any Non-Lead
Securitization Note or reimbursable to any Non-Lead Master Servicer or any Non-Lead Trustee in accordance with this Agreement shall
be remitted by the Master Servicer to the applicable Non-Lead Master Servicer within one (1) Business Day of receipt and identification
thereof unless such


 






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amount would otherwise be included in the monthly remittance to the applicable Non-Lead Securitization Note
Holder for such month; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any
given business day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to such Non-Lead
Master Servicer within one (1) business day of receipt of properly identified funds but, in any event, the Master Servicer shall
remit such amounts within two (2) business days of receipt of properly identified funds;


 


(x)           
each Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under
the Lead Securitization Servicing Agreement;


 


(xi)         
each Non-Lead Master Servicer and each Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of a Non-Lead Master Servicer or a Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination of
advances;


 


(xii)        
if the Mortgage Loan becomes a Defaulted Loan and the Special Servicer determines to sell the Lead Securitization Note in
accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of the Notes
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with
any such sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the related
Non-Controlling Note Holder of the planned sale;


 


(xiii)        
the Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects the
rights of any Non-Lead Securitization Note Holder without the consent of such Non-Lead Securitization Note Holder;


 


(xiv)         to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall
be provided with respect to the commercial mortgage pass-through certificates issued in connection with any Non-Lead Securitization
to the same extent provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead
Securitization;


 


(xv)          “Servicer Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include
customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead
Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day
grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection
or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead
Note Holders or the Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form
SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead
Securitization, subject to customary


 






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grace periods (provided that, in the case of failures related to the securities laws, such
grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon
the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting any Non-Lead Securitization Note
Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master
Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect
to the related Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer
affecting any Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer
with respect to, but only with respect to, the Mortgage Loan;


 


(xvi)       
in connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization
Servicing Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties
to the related Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in
electronic format, no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement
of the Master Servicer or Special Servicer under the Lead Securitization Servicing Agreement, the replacement “master servicer”
or replacement “special servicer”, as applicable, is required to provide to each Non-Lead Depositor and one or more
parties to the related Non-Lead Securitization Servicing Agreement all disclosure about itself that is required to be included
in Form 8-K no later than the date of effectiveness thereof; and


 


(xvii)      
any conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


 


Section 3.          
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than
proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses
or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances
(and interest thereon) made with respect to Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5 which may


 






    28


     


    

 


only be reimbursed out
of payments and collections allocable to Note A-1, Note A-2, Note A-3, Note A-4 or Note A-5, as applicable, (ii) any Servicing
Fees due to the Master Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of
such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the
Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout
Fees, Penalty Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect
of modification fees or assumption fees and any other additional compensation payable pursuant to the Lead Securitization Servicing
Agreement), shall be applied by the Servicer to the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata
and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount
necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and
reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second,
to reduce, on a pro rata basis, the respective amounts payable on each Note by the amount necessary to pay the Master Servicer,
Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such
Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on each Note by the amount
necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred
with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the
case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or
the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in
the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid, (x) prior to the securitization
of such Note, to the related Non-Lead Securitization Note Holder and (y) following the securitization of such Note, to the Master
Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Any proceeds received
from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof,
to the Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.


 


Section 4.          
Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest
or principal on any


 






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Note
are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification
shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of
each Note as described in Section 3.


 


Section 5.          
Administration of the Mortgage Loan.


 


(a)          
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead
Securitization Note Holders shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note
Holders agree that they shall have no right to, and hereby presently and irrevocably assign and convey to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holders have to, (i) call or cause the Lead Securitization Note Holder to call an Event
of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holders
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Non-Lead Securitization Notes together
with the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing
Agreement. In connection with any such sale, the Special Servicer shall be required to sell any Non-Lead Securitization Note together
with the Lead Securitization Note in the manner set forth in the Lead Securitization Servicing Agreement and shall be required
to require that all offers be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with
the terms of the Lead Securitization Servicing Agreement in writing and be accompanied by a refundable deposit of cash in an amount
equal to 5% of the offer amount (subject to a cap of


 






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$2,500,000). Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization
Servicing Agreement; provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest
offer received and (ii) at least two bona fide other offers are received from independent third parties. In determining whether
any offer received from an Interested Person represents a fair price for the Mortgage Loan, the Trustee shall be supplied with
and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee
shall select the Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for
the Mortgage Loan, the Trustee shall instruct the Appraiser to take into account (in addition to the results of any Appraisal or
updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement), as applicable, among other
factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters with at least 5 years’ experience in valuing or investing in
loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for the Mortgage Loan, and that has been retained by the Trustee at the expense of the Holders in connection with
making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on
behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Loan
without the written consent of the Non-Controlling Note Holders (provided that such consent is not required if any Non-Controlling
Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to the Non-Controlling Note Holders: (a) at least fifteen (15) Business Days’ prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with
any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicing File reasonably requested by any Non-Controlling Note Holder that are material to the sale price of the Mortgage
Loan and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors
and the Lead Securitization Subordinate Class Representative) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by any Servicer in connection with the proposed
sale; provided, that such Non-Controlling Note Holders may waive any of the delivery or timing requirements set forth in this sentence.
Subject to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note
Holder Representative, the Non-Controlling Note Holders and the applicable Non-Controlling Note Holder Representative shall be
permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of
the Mortgage Loan Borrower.


 


The Non-Lead Securitization
Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of


 






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soliciting and accepting offers
for and consummating the sale of the Non-Lead Securitization Notes. The Non-Lead Securitization Note Holders further agree that,
upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall execute and deliver to
or at the direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization
Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following
request, and shall deliver their respective original Non-Lead Securitization Notes, endorsed in blank, to or at the direction of
the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The authority of the
Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver any Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to Lead Securitization
Note or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization
Note Holders the benefit of any representation or warranty made by the Initial Note A-1 Holder or any document delivery obligation
imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection with the Lead Securitization.


 


(b)         
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of the Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing
Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master
Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder.
The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization
Note Holder in its capacity as Non-Lead Securitization Note Holder without the related Non-Lead Securitization Note Holder’s
prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage
Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to their rights as
specifically provided for therein.


 






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(c)          
The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with
respect to the other mortgage loans included in the Lead Securitization, including without limitation, the right to consent and/or
consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all
Specially Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative
may deem advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the
Lead Securitization Servicing Agreement.


 


(d)          
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be required (i) to provide copies of any notice, information and report that it is required to provide to
the Lead Securitization Subordinate Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage
Loan, to each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is
required to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such
items are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a
period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Lead Securitization Subordinate Class Representative, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may make any Major Decision or take any


 






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action set forth
in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special
Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times
reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage
Loan are discussed; provided that each Non-Controlling Note Holder, at the request of the Master Servicer or the Special
Servicer, as applicable, shall execute a confidentiality agreement in form and substance satisfactory to it, the Master Servicer
or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


(e)          
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions
in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one or more of the Notes is included
in a REMIC and one or more other Notes are not, such other Note Holder(s) shall not be required to reimburse such Note Holder(s)
or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or


 






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income
resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment
otherwise distributable to the other Note Holders be reduced to offset or make-up any such payment or deficit.


 


Section 6.          
Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(a)           
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each
case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other
than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder
or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to
any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder
under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder.
No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate Administrator acting on behalf of the Lead
Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling
Note Holder has notified each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator
of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the
Controlling Note Holder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate
Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery
of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver
such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So
long as no Consultation Termination Event (including any such deemed event) is in effect pursuant to the terms of the Lead Securitization
Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


(b)          
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other
Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment,
absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders
agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the


 






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Controlling
Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 


(c)          
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (each a “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section
6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holders and
the related Non-Controlling Note Holder Representatives mutatis mutandis. The Non-Controlling Note Holder Representatives,
as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial
Note A-5 Holder.


 


(d)           The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder
and the rights and powers granted to the “Controlling Class Representative” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the
Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written consent of the
Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s implementing
any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling
Note Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default
if so provided for in the Lead Securitization Servicing Agreement) after receipt of the written recommendation and analysis and
such additional information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special


 






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Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem
advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or five (5) Business Days if the Controlling Note Holder and the Special Servicer are affiliates or 30 days with respect
to an Acceptable Insurance Default if so provided in the Lead Securitization Servicing Agreement) after delivery to the Controlling
Note Holder by the applicable Servicer of written notice of a proposed Major Decision, then the Controlling Note Holder will be
deemed to have approved such action.


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective
whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the
Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


No objection, direction,
consent or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as
applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement,
this Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance
with the Servicing Standard or materially expand the scope of responsibilities of any of the Master Servicer or Special Servicer,
as applicable.


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


Section 7.          
Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note Holder


 






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Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve
as Special Servicer shall be made by delivering to the other Note Holders, the Master Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other
conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating
Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder
shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note
Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of
the Special Servicer has occurred that affects a Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the
right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement
pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the
provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan
is being serviced). The Controlling Note Holder and the Non-Controlling Note Holders acknowledge and agree that any successor
special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at
any Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Controlling Note Holder. The Controlling Note Holder and the Non-Controlling Note
Holders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer will be an Approved
Servicer or meet the Required Special Servicer Rating. The Non-Controlling Note Holder shall be solely responsible for reimbursing
the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from
amounts on deposit in the Collection Account or Companion Distribution Account.


 


Section 8.          
Payment Procedure.


 


(a)          
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms
of the Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the
Collection


 






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Account
or Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two
(2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower and (ii) remit from the applicable account (A) prior to the Securitization
Date, within two Business Days of receipt of properly identified funds (unless otherwise specified pursuant to an interim servicing
agreement) and (B) on or after the Securitization Date, (1) with respect to the Lead Securitization Notes, the remittance date
under the Lead Securitization Servicing Agreement for the Lead Securitization Notes and (2) with respect to each Non-Lead Securitization
Note, (x) prior to the Non-Lead Securitization, the remittance date under the Lead Securitization Servicing Agreement for the
Lead Securitization Notes and (y) on or after the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization
Servicing Agreement and the business day immediately succeeding the “determination date” set forth in the related
Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Notes, all payments received and allocable pursuant
to this Agreement and the Lead Securitization Servicing Agreement with respect to the Non-Lead Securitization Notes (net of amounts
payable or reimbursable from such account) by wire transfer to accounts maintained by the applicable Note Holder.


 


(b)          
If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount
received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or
similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, the Non-Lead Securitization
Note Holders or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead
Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and
the related Non-Lead Securitization Note Holder will promptly on demand by the Lead Securitization Note Holder repay to the Lead
Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such
Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder
shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect
thereto.


 


(c)          
If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before
the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note
Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within
five (5) Business Days of its payment to the applicable Non-Lead Securitization Note Holder, the related Non-Lead Securitization
Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization
Note Holder.


 


(d)          
Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to
this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note


 






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Holder
shall have the right to offset any amounts due hereunder from any Non-Lead Securitization Note Holder with respect to the Mortgage
Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization
Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.          
Limitation on Liability of the Note Holders. Subject to the terms of the Lead Securitization Servicing Agreement
governing Servicer liability, each Note Holder shall have no liability to the other Note Holders with respect to its Note except
with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part
of such Note Holder.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with,
and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the
Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization
Servicing Agreement in a manner that may be adverse to the interests of the Non-Lead Securitization Note Holders and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to any Non-Lead Securitization
Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization
Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act
in accordance with the Servicing Standard.


 


Section 10.        
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file
any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower
under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder
as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead Securitization
Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify,
lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of
the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall execute, acknowledge and deliver to the Lead
Securitization Note Holder all and every such


 






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further
deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing
of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


Section 11.        Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such
Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained
or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


Section 12.        No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,
joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to the other Note Holders the opportunity
to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder
chooses to offer to the other Note Holders the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from the other Note Holders
a participation interest in any future loans originated by such Note Holders or their Affiliates.


 


Section 13.        Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or their
Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower
or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage
Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage
Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower
Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement
and the transactions contemplated hereby were not in effect.


 






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Section 14.        Sale of the Notes.


 


(a)          
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute,
encumber or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other
similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy
of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization,
the consent of the non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note,
Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which
will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, without
Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note)
to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void
and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses of the
non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses
relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing, each
Note Holder shall have the right, without the need to obtain the consent of the other Note Holders, the Rating Agencies or any
other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, Note A-3, Note A-4 and Note A-5,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged
Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of
the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or
limited partnerships, by the Lead Securitization Trust.


 


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed
to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes
of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent
request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant


 






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to
this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise
engage in such prior request.


 


(b)           In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’
obligations under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance
of such obligations, and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to
deal solely and directly with such Note Holder in connection with such Note Holder’s rights and obligations under this Agreement
and the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder had
not sold such participation interest.


 


(c)          
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which
Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged
Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to the other Note Holders and any
Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Note Holders
agree to acknowledge receipt of such notice and thereafter agree: (i) to give Note Pledgee written notice of any default by
the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of
its obligations to the other Note Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until
such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
the other Note Holders and any Servicer from any liability to the pledging Note Holder on account


 






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of
such other Note Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other
Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies
against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note
Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional
Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor
and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any
such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound
by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective
as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any
Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


(d)           Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified
Institutional Lender provides financing to a Note Holder then such Note Holder shall have the right to grant a security interest
in its Note to such Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions
are satisfied:


 


(i)           
The loan (the “Conduit Inventory Loan”) made by the Conduit to such Note Holder to finance the acquisition
and holding of its Note requires a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)          
The Conduit Credit Enhancer is a Qualified Institutional Lender;


 


(iii)          Such Note Holder pledges its interest in its Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)          The Conduit Credit Enhancer and the Conduit agree that, if such Note Holder defaults under the Conduit Inventory Loan, or
if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Note Holder, the Conduit
Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Note
Holder’s Note to the Conduit Credit Enhancer; and


 


(v)           Unless the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency
Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by such Note Holder, by
foreclosure or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted
by a Note Pledgee.


 


Section 15.           
Registration of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books
(the “Note Register”) for the registration and


 






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transfer
of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and
addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received
notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered
in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole owner and
holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the
names and addresses of the other Note Holders. To the extent the Trustee or another party is appointed as Agent hereunder, each
Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note
Register.


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of
a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and the other Note Holders against any liability that may result if the transfer is not
made in accordance with the provisions of this Agreement.


 


Section 16.      Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 17.       Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
THE FEDERAL COURTS OF THE UNITED STATES OF


 






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AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)           CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 


(c)          
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS OF WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)           AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section 18.       Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the
Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement any provisions
herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement,
(ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent
with the provisions of this Agreement or (iii) if and to the extent the it would be deemed given or not required pursuant to the
definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing
Agreement, as applicable.


 


Section 19.       Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer,
Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations under this
Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder.
For the avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


Section 20.       Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument.


 






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Delivery
of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 21.        Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


 


Section 22.        Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 


Section 23.       Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 24.        Withholding
Taxes. (a)  If the Lead Securitization
Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts
payable to any Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result of any Non-Lead Securitization
Note Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled
to do so with respect to such Non-Lead Securitization Note Holder’s interest in such payment (all withheld amounts being
deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish the related Non-Lead
Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information
which may reasonably be requested for purposes of assisting such Note Holder to seek any allowable credits or deductions for the
Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)           The Non-Lead Securitization Note Holders shall and hereby agree to indemnify the Lead Securitization Note Holder against
and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees
and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made
to any Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by the Non-Lead Securitization Note Holders to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to Non-Lead Securitization Note Holder, it being expressly
understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept
any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully
rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity,
correctness or validity of the same and (ii) any Non-Lead Securitization Note Holder, upon request of the


 






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Lead
Securitization Note Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification
using counsel selected by the Lead Securitization Note Holder.


 


(c)          
Each Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, the Non-Lead Securitization Note Holders shall deliver to the Lead Securitization Note Holder or Servicer, as applicable,
evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and
that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect
to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if any Non-Lead
Securitization Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia,
it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue
Service Form W-9 and (ii) if any Non-Lead Securitization Note Holder is not created or organized under the laws of the United
States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to
the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section 25.          
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than any Non-Lead
Securitization Note) (a) prior to the Lead Securitization will be held by the Initial Agent and (b) after the Lead Securitization,
will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor
in accordance with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders of the Notes.


 


Section 26.           
Cooperation in Securitization.


 


(a)          
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, the Non-Lead Securitization Note Holders shall use reasonable efforts, at Lead Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market


 






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standards
to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause
the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead Securitization Note Holders shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any
payments due to or priority of such payments to, any Non-Lead Securitization Note Holder or (ii) materially increase the
Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, Non-Lead Securitization Note Holders agree to provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning the Non-Lead Securitization
Note Holders and any Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary
or appropriate, and the Non-Lead Securitization Note Holders covenant and agree that they shall, at the Lead Securitization Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection
with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Note Holder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to the Non-Lead Securitization
Note Holders and any Non-Lead Securitization Note in any Securitization document. Any Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, any Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with any Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with any Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


 


Upon request, the Lead
Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holders drafts of the preliminary and final Lead Securitization
offering memoranda, prospectus, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead
Securitization Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


Section 27.           
 Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or
shall be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on
the same day sends a


 






    49


     


    

 


confirming
copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service
(charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the
other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


Prior to the Securitization
of any Note (including any New Note), all notices, reports, information or other deliverables required to be delivered to a Note
Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note Holder (or its Note
Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable), the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery
obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following the Securitization
of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables required to be delivered
to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master servicer and the special
servicer with respect to such Securitization (who then may forward such items to the party entitled to receive such items as and
to the extent provided in the related Securitization Servicing Agreement) and, when so delivered to such master servicer and the
special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing
Agreement; provided, however, that all items that relate to the Non Lead Depositor’s compliance with any applicable securities
laws shall also be delivered to the Non Lead Depositor.


 


Section 28.           
Broker. Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


 


Section 29.           
Certain Matters Affecting the Agent.


 


(a)          
The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s
certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;


 


(b)         
The Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(c)          
The Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any Note Holder pursuant to the provisions of this Agreement, unless it has received indemnity
reasonably satisfactory to it;


 






    50


     


    

 


(d)           The Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed
by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(e)          
The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 15;


 


(f)          
 The Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys but shall not be relieved of its obligations hereunder; and


 


(g)           The Agent represents and warrants that it is a Qualified Institutional Lender.


 


Section 30.       Termination and Resignation of Agent.


 


(a)          
The Agent may be terminated at any time upon ten (10) days’ prior written notice from the Controlling Note Holder.
In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


(b)           The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory
to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. JPM, as Initial Agent,
may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any
time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with
the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of JPM without any further notice or other action. The termination or resignation of such Master
Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of
such Master Servicer as Agent under this Agreement.


 


Section 31.       Resizing. Notwithstanding any other provision of this Agreement, any owner of any Non-Lead Securitization Note (the
“Owned Note”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage
Loan Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating
the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note provided that
(i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal
of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes
prior to such amendments, (iii) all Notes pay pro rata and on a


 






    51


     


    

 


pari
passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv)
the Person holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization
Note Holder so requests, the Person holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation
of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and
for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing
(provided the conditions set forth in (i) through (iv) above are satisfied, with respect to (i) through (iv), as certified by
the Person holding the New Notes, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized
and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders,
as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder,
for purposes of exercising the rights of the Non-Controlling Note Holders hereunder, the “Non-Controlling Note Holder”
of such New Notes shall be as provided in the definition of such term in this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    52


     


    

 


IN
WITNESS WHEREOF, the Initial Note Holders have caused this Agreement to be duly executed as of the day and year first above written.





 


	 	JPMORGAN
                                         CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note
                                         A-1 Holder
	 	 
		By:	/s/
                                         Dwayne McNicholas 
	 	 	Name:
                                         Dwayne McNicholas 
	 	 	Title:
                                                Vice President



 





	 	JPMORGAN
                                         CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note
                                         A-2 Holder
	 	 
		By:	/s/
                                         Dwayne McNicholas 
	 	 	Name:
                                         Dwayne McNicholas 
	 	 	Title:

                                                Vice President


 





	 	JPMORGAN
                                         CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Initial Note
                                         A-3 Holder
	 	 
		By:	/s/
                                         Dwayne McNicholas 
	 	 	Name:
                                         Dwayne McNicholas 
	 	 	Title:

                                                Vice President


 


CO-LENDER
AGREEMENT – 636 11TH AVENUE


 




    


     


    

 





	 	CITI
REAL ESTATE FUNDING INC., a national banking association, as Initial Note A-4   Holder
	 	 
		By:	/s/
                                         Ana Rosu Marmann 
	 	 	Name: Ana Rosu Marmann 
	 	 	Title:   Authorized Signatory


 





	 	CITI
REAL ESTATE FUNDING INC., a national banking association, as Initial Note A-5 Holder
	 	 
		By:	/s/
                                         Ana Rosu Marmann 
	 	 	Name: Ana Rosu Marmann 
	 	 	Title:   Authorized Signatory


 


CO-LENDER
AGREEMENT – 636 11TH AVENUE


 




    


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Plaza
    West Associates, LLC
	Date
    of Mortgage Loan: 	May
    11, 2018
	Date
    of Notes: 	May
    11, 2018
	Original
    Principal Amount of Mortgage Loan:	$240,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$240,000,000
	Initial
    Note A-1 Principal Balance:	$50,000,000
	Initial
    Note A-2 Principal Balance:	$60,000,000
	Initial
    Note A-3 Principal Balance:	$50,000,000
	Initial
    Note A-4 Principal Balance:	$65,000,000
	Initial
    Note A-5 Principal Balance:	$15,000,000
	Location
    of Mortgaged Property:	636
    11th Avenue, New York, New York 10036
	Initial
    Maturity Date:	June
    1, 2029





 






    A-1


     


    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Kunal K. Singh


 




-and-




JPMorgan Chase Bank, National Association 

4 New York Plaza, 21st Floor 

New York, New York 10004 

Email: US_CMBS_Notice@jpmorgan.com 

Attention: Bianca A. Russo, Managing Director &
Associate General Counsel




with
a copy to:


Cadwalader, Wickersham & Taft LLP

227 West Trade
Street

Charlotte, NC 28202

Attention: David Burkholder

Facsimile No.: (704) 348-5309






    B-1


     


    

 


2.     Initial
Note A-2 Holder:


 


(Prior
to Securitization of Note A-2):


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Kunal K. Singh



 


-and-



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004


Email:
US_CMBS_Notice@jpmorgan.com

Attention: Bianca A. Russo, Managing Director &
Associate General Counsel




 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


227
West Trade Street

Charlotte, NC 28202

Attention: David Burkholder

Facsimile No.: (704) 348-5309


 




    B-2


     


    

 


3.     Initial
Note A-3 Holder:


 


(Prior
to Securitization of Note A-3):


 


JPMorgan
Chase Bank, National Association



Notice Address:

JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Email: US_CMBS_Notice@jpmorgan.com

Attention: Kunal K. Singh



 


-and-



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Email: US_CMBS_Notice@jpmorgan.com

Attention: Bianca A. Russo, Managing Director &
Associate General Counsel


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP


227
West Trade Street

Charlotte, NC 28202

Attention: David Burkholder

Facsimile No.: (704) 348-5309


 




    B-3


     


    

 


4.     Initial
Note A-4 Holder:


(Prior
to Securitization of Note A-4):


Citi
Real Estate Funding Inc.



Notice Address:

Citi Real Estate Funding Inc.


390
Greenwich Street


7th
Floor


New
York, New York 10013


Attention:
Ana Rosu Marmann


Facsimile
No.: (646) 328-2938


 


with
copies to:


 


Citi
Real Estate Funding Inc.


390
Greenwich Street, 5th Floor


New
York, New York 10013


Attention:
Raul Orozco


Facsimile:
(347) 394-0898


raul.d.orozco@citi.com


 


Citi
Real Estate Funding Inc.


390
Greenwich Street


New
York, New York 10013


Attention:
Richard Simpson


Facsimile:
(646) 328-2943


E-mail:
richard.simpson@citi.com


 


Ryan
M. O’Connor


Facsimile:
(646) 862-8988


E-mail:
ryan.m.oconnor@citi.com


 




    B-4


     


    

 


5.     Initial
Note A-5 Holder:


(Prior
to Securitization of Note A-5):


Citi
Real Estate Funding Inc.



Notice Address:

Citi Real Estate Funding Inc.


390
Greenwich Street


7th
Floor


New
York, New York 10013


Attention:
Ana Rosu Marmann


Facsimile
No.: (646) 328-2938



 


with
copies to:


 


Citi
Real Estate Funding Inc.


390
Greenwich Street, 5th Floor


New
York, New York 10013


Attention:
Raul Orozco


Facsimile:
(347) 394-0898


raul.d.orozco@citi.com


 


Citi
Real Estate Funding Inc.


390
Greenwich Street


New
York, New York 10013


Attention:
Richard Simpson


Facsimile:
(646) 328-2943


E-mail:
richard.simpson@citi.com


 


Ryan
M. O’Connor


Facsimile:
(646) 862-8988


E-mail:
ryan.m.oconnor@citi.com


 






    B-5


     


    







 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


1.          Angelo
Gordon


2.          Annaly
Capital Management


3.          Apollo
Global Management


4.          Ares
Management, L.P.


5.          Athene
Asset Management, L.P.


6.          Axonic
Capital LLC


7.          BlackRock,
Inc.


8.          The
Blackstone Group LP


9.          Brookfield
Asset Management Inc.


10.        Clarion
Partners


11.        Colony
Northstar, Inc.


12.        Fortress
Investment Group LLC


13.        Garrison
Investment Group


14.        Goldman,
Sachs & Co.


15.        H/2
Capital Partners


16.        iStar
Financial Inc.


17.        JPMorgan
Asset Management


18.        KKR
Real Estate Manager Finance LLC / KKR Real Estate Finance Holdings L.P. / Kohlberg Kravis Roberts & Co. L.P.


19.        LoanCore
Capital LLC


20.        Lone
Star Funds


21.        Loomis
Sayles & Company LP


22.        Metropolitan
Life Insurance Company / MetLife Real Estate Investments


23.        Oaktree
Capital Group LLC


24.        Och
– Ziff Capital Management Group LLC


25.        One
William Street Capital Management, L.P.


26.        Oxford
Properties Group


27.        Praedium
Group


28.        Principal
Life Insurance Company


29.        Prudential
Real Estate Investors / Prudential Investment Management


30.        Rialto
Capital Advisors, LLC


31.        Rialto
Capital Management, LLC


32.        Rockwood
Capital


33.        Shelter
Growth Capital Partners LLC


34.        Starwood
Capital Group/Starwood Property Trust


35.        Square
Mile Capital Management LLC


36.        Torchlight
Investors


37.        Walton
Street Capital, LLC


38.        Waterfall
Asset Management LLC


39.        Westbrook
Partners


40.        Western
Asset Management Company


41.        WestRiver
Capital


 






    C-1